Common use of Capitalization of the Acquired Companies Clause in Contracts

Capitalization of the Acquired Companies. (a) The Shares are duly authorized, validly issued, fully paid and nonassessable, and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or applicable securities Laws, in each case, other than as a result of any violation thereof). The Shares were not issued in violation of any Law or any Organizational Document of any of the Acquired Companies, and each of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Shares, respectively. The Shares represent all of the issued and outstanding shares of capital stock and all of the issued and outstanding equity interests of the Acquired Companies. The Kentucky Power Shares are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate. (b) Except for the Shares, there are no shares of common stock, preferred stock or other equity interests of the Acquired Companies issued and outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other equity ownership interest in the Acquired Companies or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to any Contracts, that provide the holders thereof or any other Person the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or equityholders of either of the Acquired Companies on any matter.

Capitalization of the Acquired Companies. (a) The Shares are As of the date of this Agreement, the entire authorized capital stock of each Acquired Company is as set forth in the [Most Recent Balance Sheet]. As of the date hereof and as of the Closing Date, the entire issued and outstanding shares of capital stock of the Company consists of 22,200 shares of Common Stock. All of the outstanding shares of capital stock of each Acquired Company have been duly authorized, validly issued, and are fully paid and nonassessable, and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents non-assessable. None of the Acquired Companies, the Debt Agreements, Companies has violated any preemptive or applicable securities Laws, in each case, other than as a result similar rights of any violation thereof). The Shares were not issued Person in violation of any Law connection with the issuance or any Organizational Document redemption of any of the its equity interests. The Acquired Companies, and each Companies hold no shares of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Shares, respectivelytheir respective capital stock in their respective treasuries. The Shares represent all of the issued and outstanding shares of capital stock of the Company. All of the outstanding equity interests in each of the Company’s Subsidiaries are set forth on Schedule 3.1 and are validly issued, fully paid and non-assessable. The Company is the beneficial owner (and the Company or the Company’s Subsidiary listed on Schedule 3.1 is the record owner) of all of the issued and outstanding equity interests in the Company’s Subsidiaries and holds such equity interests free and clear of all Encumbrances except as are imposed by applicable securities laws. Except for the Subsidiaries set forth on Schedule 3.1, the Company does not own, directly or indirectly, any membership interests, partnership interests or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any membership interests, partnership interests or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity. Except as disclosed on Schedule 3.1: (a) there are no preemptive rights or other similar rights in respect of any equity interests in any Acquired Companies. The Kentucky Power Shares are represented by one share certificate andCompany, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate. (b) Except for to the SharesCompany’s Knowledge, except as imposed by applicable securities laws, there are no shares of common stockEncumbrances on, preferred stock or other contractual obligations relating to, the ownership, transfer or voting of any equity interests in any Acquired Company, or otherwise affecting the rights of any holder of the equity interests in any Acquired Companies issued Company, (c) except for the Contemplated Transactions, there is no contractual obligation, or provision in the organizational documents of any Acquired Company which obligates it to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any equity interests in any Acquired Company and outstanding or held in treasury, and (d) there are no preemptive existing rights with respect to registration under the 1933 Act of any equity interests in any Acquired Company. As of the date of this Agreement, there are no outstanding or other outstanding rights, subscriptions, authorized options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable convertible securities or other rights, agreements, arrangements or commitments of any character that have been issued or agreed, or are otherwise known, by the Company relating to any equity ownership interests in any Acquired Company. As of the date of this Agreement, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character obligating the Sellers to issue or sell any interest in any Acquired Company. As of the Closing Date, there will not be any outstanding or authorized options, warrants, convertible securities, or other rights, agreements, arrangements or commitments of any character relating to any equity ownership interests of any Acquired Company or obligating the issued Sellers or unissued share capital the Company to issue or sell any interest in any Acquired Company. No Acquired Company has any outstanding, or authorized any, equity appreciation, phantom equity, profit participation or similar rights. To the Company’s Knowledge there are no voting trusts, stockholder agreements, proxies or other equity ownership interest agreements or understandings in effect with respect to the Acquired Companies voting or transfer of any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to any Contracts, that provide the holders thereof or any other Person the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or equityholders of either of the Acquired Companies on any matterShares.

Capitalization of the Acquired Companies. (a) A complete and accurate list of the authorized and outstanding Equity Securities of each of the Acquired Companies is set forth in SECTION 3.2(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, together with the identity of each holder of such Equity Securities. The Shares authorized Equity Securities of each of the Acquired Companies is held either by one or more Seller Parties or one or more Acquired Companies. Such Person owns all of the outstanding Equity Securities beneficially and of record and free and clear of any Encumbrances (other than Encumbrances pursuant to the Assumed Indebtedness). Upon delivery to Buyer of the certificates (or other appropriate evidence thereof ) representing the outstanding Equity Securities of the Acquired Companies and of the Minority Investees owned by Seller Parties, at the Closing, Buyer will acquire good and valid title to such Equity Securities, free and clear of any Liabilities or Encumbrances. (b) All of the outstanding Equity Securities of each Acquired Company are duly authorized, validly issued, fully paid and nonassessable, and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or applicable securities Laws, in each case, other than as a result of any violation thereof). The Shares were not issued in violation of any Law preemptive or similar rights. Seller Parties have the sole, absolute and unrestricted right, power and capacity to sell, assign and transfer all of the outstanding Equity Securities of each Acquired Company to Buyer free and clear of any Organizational Document Liabilities or Encumbrances. (c) Other than pursuant to this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type or other securities (i) requiring the issuance, sale, transfer, repurchase, redemption or other acquisition of any Equity Securities of any of the Acquired Companies, and each (ii) restricting the transfer of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all any of the Kentucky Power Shares and the Kentucky TransCo Shares, respectively. The Shares represent all Equity Securities of any of the issued and outstanding shares Acquired Companies or (iii) relating to the voting of capital stock and all any of the issued and outstanding equity interests Equity Securities of any of the Acquired Companies. The Kentucky Power Shares are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate. (b) Except for the Shares, there There are no shares of common stock, preferred stock or other equity interests of the Acquired Companies issued and outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other equity ownership interest in the Acquired Companies or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to indebtedness of any Contracts, that provide the holders thereof or any other Person Acquired Company having the right to vote (or are convertible into, or exchangeable into or exercisable for for, securities having the right to vote), upon the happening of a certain event or otherwise, on any matters on which the equity holders of any Acquired Company may vote. (d) with the stockholders or equityholders of either Except as set forth in SECTION 3.2(d) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, none of the Seller Entities owns any equity interest, or any interest convertible or exchangeable into an equity interest, in any Person (other than an Acquired Companies on any matterCompany or an Excluded Company).

Capitalization of the Acquired Companies. (a) A complete and accurate list of the authorized and outstanding Equity Securities of each of the Acquired Companies is set forth in Section 3.2(a) of the Seller Parties Disclosure Schedule, together with the identity of each holder of such Equity Securities. The Shares authorized Equity Securities of each of the Acquired Companies is held either by one or more Seller Parties or one or more Acquired Companies. Such Person owns all of the outstanding Equity Securities beneficially and of record and free and clear of any Encumbrances (other than Encumbrances pursuant to the Assumed Indebtedness). Upon delivery to Buyer of the certificates (or other appropriate evidence thereof ) representing the outstanding Equity Securities of the Acquired Companies and of the Minority Investees owned by Seller Parties, at the Closing, Buyer will acquire good and valid title to such Equity Securities, free and clear of any Liabilities or Encumbrances. (b) All of the outstanding Equity Securities of each Acquired Company are duly authorized, validly issued, fully paid and nonassessable, and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or applicable securities Laws, in each case, other than as a result of any violation thereof). The Shares were not issued in violation of any Law preemptive or similar rights. Seller Parties have the sole, absolute and unrestricted right, power and capacity to sell, assign and transfer all of the outstanding Equity Securities of each Acquired Company to Buyer free and clear of any Organizational Document Liabilities or Encumbrances. (c) Other than pursuant to this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type or other securities (i) requiring the issuance, sale, transfer, repurchase, redemption or other acquisition of any Equity Securities of any of the Acquired Companies, and each (ii) restricting the transfer of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all any of the Kentucky Power Shares and the Kentucky TransCo Shares, respectively. The Shares represent all Equity Securities of any of the issued and outstanding shares Acquired Companies or (iii) relating to the voting of capital stock and all any of the issued and outstanding equity interests Equity Securities of any of the Acquired Companies. The Kentucky Power Shares are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate. (b) Except for the Shares, there There are no shares of common stock, preferred stock or other equity interests of the Acquired Companies issued and outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other equity ownership interest in the Acquired Companies or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to indebtedness of any Contracts, that provide the holders thereof or any other Person Acquired Company having the right to vote (or are convertible into, or exchangeable into or exercisable for for, securities having the right to vote), upon the happening of a certain event or otherwise, on any matters on which the equity holders of any Acquired Company may vote. (d) with the stockholders or equityholders of either Except as set forth in Section 3.2(d) of the Seller Parties Disclosure Schedule, none of the Seller Entities owns any equity interest, or any interest convertible or exchangeable into an equity interest, in any Person (other than an Acquired Companies on any matterCompany or an Excluded Company).

Capitalization of the Acquired Companies. (a) Section 4.3(a) of the Disclosure Schedules sets forth a true and complete capitalization table, including all of the issued and outstanding equity interests, of each Acquired Company as of the date hereof. The Shares Equity Interests represent all of the issued and outstanding equity interests of the Directly Acquired Entities, except for (i) all of the outstanding Class A Units and any other membership interests of CAF Lender held by CFC Holdings I, (ii) all of the outstanding membership interests of CFC I held by CFC Holdings I, and (iii) all of the outstanding membership interests of CFC II held by CFC Holdings II. There are no equity interests or other equity securities of any Acquired Company issued, reserved for issuance or outstanding and no outstanding options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), equity appreciation rights, calls or commitments of any character whatsoever requiring the issuance or sale of any equity security in any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the equity interests of any Acquired Company other than as contemplated by this Agreement and other than the applicable limited liability company agreements of the Acquired Companies that are organized as limited liability companies. None of the Acquired Companies has any Subsidiaries, other than another Acquired Company. (b) All of the Equity Interests and other issued and outstanding equity interests of the Acquired Companies are duly authorized, validly issued, fully paid and nonassessable, non-assessable and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or applicable securities Laws, in each case, other than as a result of any violation thereof). The Shares were not have been issued in without violation of any Law or any Organizational Document of any of the Acquired CompaniesLaw, and each of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Shares, respectively. The Shares represent all of the issued and outstanding shares of capital stock and all of the issued and outstanding equity interests of the Acquired Companies. The Kentucky Power Shares are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate. (b) Except for the Shares, there are no shares of common stock, preferred stock preemptive right or other equity interests of the Acquired Companies issued and outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other equity ownership interest in the Acquired Companies or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to any Contracts, that provide the holders thereof or any other Person the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or equityholders of either of the Acquired Companies on any matterpurchase.

Capitalization of the Acquired Companies. (a) The Shares A complete and accurate list of the authorized and outstanding Capital Stock of each Acquired Company as of the date hereof is set forth on Section 4.7(a) of the Seller Disclosure Letter. All such outstanding Capital Stock is directly or indirectly owned as of the date hereof beneficially and of record by the applicable members of the Seller Group or an Acquired Company as set forth on Section 4.7(a) of the Seller Disclosure Letter. Except as set forth on Section 4.7(a) of the Seller Disclosure Letter, there are no other equity securities of the Acquired Companies issued, reserved for issuance, or outstanding and there are no outstanding or authorized options, warrants, rights to acquire, agreements to issue, convertible or exchangeable securities, subscriptions, other rights or obligations (including any preemptive rights), calls or commitments of any character whatsoever, relating to the equity securities of the Acquired Companies, to which any Acquired Company is a party or is bound that provide for the issuance, delivery or sale of equity securities in any Acquired Company, in each case excluding this Agreement and each Ancillary Agreement. (b) All outstanding Capital Stock of each Acquired Company is duly authorized, validly issued, fully paid and nonassessablenon-assessable and not subject to any pre-emptive, registration, subscription or first refusal rights, and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, are owned free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or applicable securities Laws, in each caseLiens, other than as a result (i) Permitted Liens which shall be released at or prior to Closing and Liens to be released pursuant to the Consent and Release Documentation, (ii) Liens on transfer imposed under applicable securities Laws and (iii) Liens created by Buyer or any of its Affiliates. (c) There are no outstanding contractual obligations of any violation thereof). The Shares were not issued in violation Acquired Company to repurchase, redeem or otherwise acquire any Capital Stock of any Law member of the Seller Group. (d) There are no voting trusts, proxies or similar agreements, arrangements or commitments to which any Organizational Document Acquired Company is a party with respect to the voting of any of the Acquired Companies, and each of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Shares, respectively. The Shares represent all of the issued and outstanding shares of capital stock and all of the issued and outstanding equity interests Capital Stock of the Acquired Companies. The Kentucky Power Shares are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate. (b) Except for the Shares, there There are no shares of common stock, preferred stock or other equity interests of the Acquired Companies issued and outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other equity ownership interest in the Acquired Companies or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to Indebtedness issued by any Contracts, Acquired Company that provide entitle the holders holder thereof or any other Person the right to vote (or are convertible into, exchangeable for, or exchangeable into evidencing the right to subscribe for or exercisable for acquire securities having the right to vote) together with stockholders of the stockholders or equityholders of either of applicable member on any matters. (e) There are no Contracts to which the Acquired Companies on any matterare party or by which their respective assets are bound that prevent or restrict the payment of dividends or other distributions by the Acquired Companies.

Capitalization of the Acquired Companies. (a) The Shares are As of the date of this Agreement, the entire authorized share capital of each Acquired Company is as set forth on Schedule 3.5. All of the outstanding shares of capital stock of each Acquired Company have been duly authorized, validly issued, and are fully paid and nonassessablenon-assessable. None of the Acquired Companies has violated its governing statute of incorporation, the 1933 Act, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance or redemption of any of its equity interests. All of the outstanding equity interests of the Company are held of record and will be transferredbeneficially owned by the Persons and in the respective amounts set forth in Schedule 3.5. The Company has made available to the Buyer true, conveyedaccurate and complete copies of the share register of each Acquired Company which reflects all issuances, assigned transfers, repurchases and delivered to Purchaser at cancellations of its shares. The Company is the Closing, beneficial owner (and the Company or the Company’s Subsidiary listed on Schedule 3.5 is the record owner) of all of the equity interests in the Company’s Subsidiaries and holds such equity interests free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or except as are imposed by applicable securities Lawslaws. Except as disclosed on Schedule 3.5: (a) there are no outstanding options, in each case, warrants or other than as a result rights of any violation thereof). The Shares were not issued in violation of any Law or any Organizational Document of any of the Acquired Companies, and each of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Shares, respectively. The Shares represent all of the issued and outstanding kind to acquire additional shares of capital stock and all of an Acquired Company or securities convertible into, exchangeable for or that otherwise confer on the issued and outstanding equity interests of the holder thereof any right to acquire, any such additional shares, nor is any Acquired Companies. The Kentucky Power Shares are represented by one share certificate andCompany required to issue any such option, as of the Effective Datewarrant, none of the Kentucky TransCo Shares are represented by any share certificate. right or security, (b) Except for the Sharesthere are no preemptive rights or other similar rights in respect of any equity interests in any Acquired Company, (c) except as imposed by applicable securities laws, there are no shares of common stockEncumbrances on, preferred stock or other contractual obligations relating to, the ownership, transfer or voting of any equity interests in any Acquired Company, or otherwise affecting the rights of any holder of the equity interests in any Acquired Companies issued Company, (d) except for the Contemplated Transactions, there is no contractual obligation, or provision in the organizational documents of any Acquired Company which obligates it to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any equity interests in any Acquired Company and outstanding or held in treasury, and (e) there are no preemptive existing rights with respect to prospectus qualification under Canadian securities laws or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments registration under the 1933 Act of any character relating to the issued or unissued share capital or other equity ownership interest interests in the any Acquired Companies or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to any Contracts, that provide the holders thereof or any other Person the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or equityholders of either of the Acquired Companies on any matterCompany.

Capitalization of the Acquired Companies. (a). The authorized capital stock of the Company consists of 2,500 shares of common stock, no par value, of which 100 shares are issued and outstanding and constitute the Company Common Stock as defined in the Recitals. The Company Common Stock constitutes all of issued and outstanding Equity Securities of the Company. The Company Common Stock (i) The Shares are has been duly authorized, authorized and validly issued, (ii) is fully paid and nonassessable, (iii) has been issued in accordance with the Articles of Incorporation and will be transferredbylaws of the Company, conveyed(iv) is not subject to any preemptive rights and (v) was issued in accordance with, assigned and delivered to Purchaser at not in violation of, the Closing, Securities Act or any other applicable Laws (including state “Blue Sky” laws). CCI owns beneficially and of record 80% of the Company Common Stock free and clear of all Encumbrances (other than any Encumbrances arising under Liens, and has the Organizational Documents right, power and authority to sell and transfer such shares of the Acquired Companies, Company Common Stock to Buyer in the Debt Agreements, or applicable securities Laws, in each case, other than manner provided herein. Seller owns beneficially and as a result of any violation thereof). The Shares were not issued in violation of any Law or any Organizational Document of any of the Acquired Companies, and each of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Seller’s Company Shares, respectively. The Shares represent all representing 20% of the issued and outstanding shares of capital stock the Company Common Stock, free and clear of all Liens and has the right, power and authority to sell and transfer the Seller’s Company Shares to Buyer in the manner provided herein. None of the Seller, CCI or the Company has issued and or granted any outstanding equity interests of the Acquired Companies. The Kentucky Power Shares are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate. (b) Except for the Shares, there are no shares of common stock, preferred stock or other equity interests of the Acquired Companies issued and outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, calls or other securities convertible into or exchangeable securities or other agreements, arrangements or commitments exercisable for shares of any character relating to the issued or unissued share capital or other equity ownership interest in the Acquired Companies Company Common Stock or any other securities Equity Securities of the Company. There are no commitments or obligations convertible of any kind or exchangeable into or exercisable for, or giving any Person a right to subscribe character providing for or acquire, any securities the issuance of additional shares of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to any Contracts, that provide the holders thereof Company Common Stock or any other Person the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or equityholders of either Equity Securities of the Acquired Companies on Company, the sale of treasury shares, or the repurchase, redemption or other acquisition of shares of the Company Common Stock or any matterother Equity Securities of the Company, or any obligations arising from cancelled stock. There are no agreements or circumstances of any kind which may obligate CCI or the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Company Common Stock or any other Equity Securities of the Company. There are no voting trusts and no stockholder agreements, proxies or other agreements in effect to which the Seller, CCI or the Company is a party or by which any of them may be bound with respect to the voting or transfer of the shares of the Company Common Stock.

Capitalization of the Acquired Companies. (a) The Shares are duly authorized, issued and outstanding Equity Interests of each Acquired Company are set forth on Schedule 5.3, and all of which (i) have been duly authorized and are validly issued, issued and are fully paid and nonassessablenon-assessable, (ii) were offered, sold, issued and granted in compliance with applicable Law, including federal and state securities Laws and all requirements set forth in its Governing Documents and any applicable Contracts governing the issuance of such Equity Interests, and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or applicable securities Laws, in each case, other than as a result of any violation thereof). The Shares iii) were not issued in violation of any Law preemptive rights, purchase rights, puts, calls, 4893-2596-7688v2 EMAIL\25717007 rights of first refusal, subscription rights or any Organizational Document similar rights of any of the Acquired Companies, and each of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Shares, respectivelyPerson. The Shares Purchased Equity Interests represent all of the only issued and outstanding shares of capital stock and all of the issued and outstanding equity interests Equity Interests of the Acquired Companies. The Kentucky Power Shares No shares of capital stock are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented held by any share certificate. (b) Except for the Shares, there Acquired Company as treasury stock. There are no shares of common stock, preferred stock or other equity interests of the Acquired Companies issued and outstanding or held in treasury, and there are no preemptive authorized securities convertible or other outstanding rights, subscriptions, exchangeable for Equity Interests of any Acquired Company or any options, warrants, stock appreciation purchase rights, redemption subscription rights, repurchase preemptive rights, convertibleconversion rights, exercisableexchange rights, or exchangeable securities call rights, put rights, rights of first refusal, anti-dilution rights or other agreementsrights, arrangements Contracts that could require any Acquired Company to issue, sell, transfer or commitments otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Interests of such Acquired Company or obligate any character Acquired Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such security, right or Contract. Schedule 5.3 sets forth a true and complete statement of the equity capitalization of each Acquired Company. Except as set forth in Schedule 5.3, (a) there are no Contracts relating to the issued issuance, sale, transfer or unissued share capital voting of any Equity Interests or other equity ownership interest securities of any Acquired Company and (b) there is no obligation, contingent or otherwise, of any Acquired Company to repurchase, redeem or otherwise acquire any Equity Interests of any Acquired Company or provide funds to, or make any investment in (in the Acquired Companies form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights Person. There are authorized, issued or outstanding. The Acquired Companies have no outstanding bondsor authorized Equity Interest appreciation, phantom Equity Interests, profit participation or similar rights with respect to any Acquired Company. There are no bond, debentures, notes or other obligations, and are not subject to indebtedness of any Contracts, that provide the holders thereof or any other Person Acquired Company having the right to vote or consent (or are convertible into or exchangeable into or exercisable for securities of any Acquired Company having the right to votevote or consent) with on any matters on which the stockholders or equityholders of either such Acquired Company may vote. No Acquired Company has any direct or indirect Subsidiaries or Investments. No Acquired Company has repurchased any Equity Interest of the such Acquired Companies on Company or any matterinstrument or right exercisable or exchangeable for or convertible into any Equity Interests of such Acquired Company. No former direct or indirect holder of Equity Interests of any Acquired Company has any claim or right against such Acquired Company that remains unresolved.